Bylaws of the American Association of University Women

California Online Branch

Article I:  Name and Governance
 
Section 1.  Name.  The name of this organization shall be the AAUW California Online Branch, hereinafter called the branch.
 
Section 2.  Governance.  The bylaws of the American Association of University Women, hereinafter called AAUW, and the bylaws of the American Association of University Women of the State of California, Inc., hereinafter called the state, shall govern this branch in all practices. The bylaws of this branch shall in no way conflict with the AAUW or state bylaws.
 
Article II:  Purpose
 
The purpose of this branch shall be to further AAUW’s mission to advance equity for women and girls through advocacy, education, philanthropy, and research.
 
Article III:  Use of Name
 
Section 1. The policies and program of AAUW and the state shall be binding on all members and branches, and no member or branch shall use the name of AAUW to oppose such policies or program. Established channels may be used to change a policy or program.
 
Section 2. The freedom of speech of the individual member to speak a personal opinion in the member’s own name is not abridged.
 
Section 3. Violation of the use of AAUW’s name shall result in action taken in accordance with AAUW policy.
 
Article IV:  Membership and Dues
 
Section 1. Membership.

1. Individuals who meet the criteria for membership as described in AAUW bylaws, and who have paid dues (AAUW + state + branch) are eligible for membership in the branch. The provisions set forth in this section are the sole requirements of eligibility and admissibility for membership. Refusal to admit an eligible person to branch membership shall result in loss of recognition of a branch. The branch member shall be entitled to vote, hold office and participate in all branch activities and programs and receive the publications distributed to all members. 

2. A member-at-large (MAL) of AAUW may become a member of the branch upon payment of branch and state dues.

3. A member may be suspended or dropped from membership for any conduct that tends to injure AAUW or to affect adversely its reputation, or that is contrary to or destructive of its mission according to AAUW policies and procedures. 

4. An undergraduate student enrolled in a qualified educational institution shall be eligible for student affiliation with the branch upon payment of fees established by AAUW, state and branch boards of directors. Student affiliates may attend branch, state and AAUW meetings and receive the publications distributed to all members. Affiliates may not vote nor hold office.

Section 2. Dues. 

1. Changes in branch dues shall be established by a two-thirds vote of those voting provided notice has been given to all members at least fifteen (15) days prior to the vote.

2. Paid life members of AAUW, as defined in AAUW’s bylaws, are required to pay state and branch dues to become members of the branch.

3. Fifty Year Honorary Life Members of AAUW are exempt from payment of AAUW, state, and branch dues.

4. A member of one of the national associations or federations of IFUW, whose current dues have been paid and who is spending a period of a year or less in the USA, may participate in branch business without vote.

5. New members may join at any time. Dues are payable on joining. The national, state and branch portion of the dues paid by new members for less than a full year is determined by AAUW, state, and branch policy.

Article V:  Nominations and Elections
 
Section 1.  Nominations. 

1. There shall be a nominating committee of no fewer than two (2) members, at least one of whom is a board member. The committee members shall be appointed at least two months prior to the officer elections. The board nominee shall chair the committee.

2. The term of service on the nominating committee shall be from the time of appointment until the officer election, for a maximum of two consecutive terms. 

3. The names of the nominees shall be sent to every member at least fifteen (15) days before the election.

4. Additional nominations may be made with the consent of the nominee. 

Section 2.  Elections.

1. The officer elections shall be held between March 1 and May 30, the exact date and time to be determined by the board.

2. Voting shall be by online secret ballot.  Election shall be by a majority of those voting. 

Article VI:  Officers
 
Section 1.  Officers. 

1. The elected officers shall be a president, treasurer, and at least one at-large director, with the total number of at-large directors elected being 5% of branch membership.

2. The appointed officer shall be the technology/communications chair.   

3. Officers shall serve for a term of one (1) year or until their successors have been elected or appointed and assume office. The term of each officer shall begin on July 1. The incoming president may call a meeting of the incoming officers prior to July 1.

4. No officer shall hold more than one office at a time, and no member shall be eligible to serve more than 2 consecutive terms in the same elected office.

5. A vacancy in office, excluding the president, shall be filled for the unexpired term by the board of directors.  A vacancy in the office of president shall be filled by the nominating committee’s reconvening to nominate a candidate to be elected within sixty (60) days of the vacancy.

Section 2.  Duties.

1. Officers shall perform the duties prescribed by these bylaws, branch policies, and by the current edition of Robert's Rules of Order Newly Revised.

2. The president shall be the official spokesperson and representative for the branch and shall be responsible for submitting such forms and reports as required by AAUW and state.

3. The treasurer shall be responsible for collecting, distributing, and accounting for the funds of the branch and for meeting specific deadlines. 

4. All other board officers, elected and appointed, shall perform such duties as the president and board shall direct.

Article VII:  Board of Directors
 
Section 1.  Composition.  The board of directors shall include the elected and appointed officers. They shall all be voting members of the board.
 
Section 2.  Administrative Responsibilities. The board shall have the power to administer the affairs of the branch and to carry out its programs and its policies, and shall accept responsibility delegated by AAUW and the state. The board shall have fiscal responsibility as outlined in Article IX (Financial Administration), Section 2.
 
Section 3.  Conducting Business.  Board business shall be conducted at any time at the call of the president, or upon the request of three (3) members of the board.
 
Section 4.  Quorum.  The quorum of the board shall be a majority of its members.
 
Section 5.  Removal From Office.  A member of the board of directors may be removed for any reason by a two-thirds vote of the board in accordance with policies and procedures adopted by AAUW.
 
Article VIII:  Committees
 
Section 1.  Establishing Committees.  The president may establish standing and special committees as needed with consent by the board.
 
Section 2.  Purpose.  With the approval of the board, each standing and special committee shall formulate programs and activities to carry out the mission of AAUW.
 
Article IX:  Financial Administration
 
Section 1. Fiscal Year. The fiscal year shall correspond with that of AAUW and shall begin on July 1.
 
Section 2.  Financial Policies. The board shall set and maintain policies and procedures to control financial records consistent with generally accepted accounting principles and federal, state and local laws, including an annual financial review.
 
Section 3.  Budget. The annual budget shall be adopted by the board of directors for presentation to the branch no later than September.
 
Section 4.  Insurance 

1. The branch is required to participate in the state insurance programs to participate in state sponsored activities and projects. The branch must comply with all risk management requirements, state program directives and all other requirements as outlined in state policy and procedures.

2. The branch must obtain separate insurance coverage for activities and projects not covered under the state insurance coverage.

Article X: Branch Business
 
Section 1.  Annual Branch Business.  At the time of the election, the branch shall conduct any other business not previously covered during the year, including but not limited to hearing officers’ reports, reviewing budget, establishing dues, amending bylaws and giving directions to the board.
 
Section 2.  Notice.   Notice of business requiring a branch vote shall be sent to all members of the branch at least 15 days prior to the call for a vote.
 
Section 3. Call for Business.  Branch business may be called by the president or shall be called by the president on the request of at least twenty-five percent (25%) of the voting members of the board of directors, or ten percent (10%) of the branch membership.
 
Section 4.  Quorum.  The quorum shall be ten percent (10%) of the branch membership.
 
Article XI:  Property
 
Section 1.  Title.  The title for all property, funds and assets of the branch shall at all times be vested in the branch for the joint use of members.  No member or group of members shall have any severable right to all or any part of such property. The branch shall have complete control over the acquisition, administration and disposition of its property without consent of AAUW or the state, except that such property shall not be used for any purposes contrary to those of AAUW or the state.
 
Section 2.  Dissolution of Branch.  In the event of the dissolution of the branch, all assets of the branch shall be transferred and delivered to an AAUW entity.
 
Article XII:  Loss of Recognition
 
The provisions and conditions under which a branch may lose recognition are found in the AAUW bylaws. 
 
Article XIII:  Parliamentary Authority
 
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern this branch in all instances in which they are applicable and in which they are not inconsistent with these bylaws or those of AAUW or the state.
 
Article XVII:  Indemnification
 
Every board or committee member may be indemnified by the branch against all expenses and liabilities, including counsel fees, reasonably incurred or imposed on such board or committee members in connection with any threatened, pending or completed action, suit or proceeding to which the board member may become involved by reason of being, or having been a member of the branch board or committee, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of duties. In the event of a settlement the indemnification herein shall apply only when the branch board approves such settlement and reimbursement as being in the best interest of the branch.  The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the board or committee member is entitled.
 
Article XVIII:  Amendments to the Bylaws
 
Section 1.  Mandated Amendments.  Amendments required by AAUW and/or state to bring branch bylaws into conformity shall not require a vote of the branch members.
 
Section 2.  Prior Approval.  All other proposed amendments to the branch bylaws shall be sent to the state bylaws chair for approval before the call for the branch vote.
 
Section 3.  Branch Vote.  Provisions of these bylaws not governed by the AAUW or state bylaws may be amended by an affirmative vote of two-thirds of branch members, provided written notice shall have been sent to every member at least fifteen (15) days prior to the vote.
 
 
Date Last Amended:  March 21, 2010
Mandatory AAUW Amendments:  August 8, 2009